RDVT Red Violet Inc

This Schedule 13D is filed by Dr. Phillip Frost, M.D. and FGIT (together, the “Reporting Persons”) with respect to shares of common stock, par value $0.001 per share, of Red Violet, Inc., a Delaware corporation (the “Issuer”), formerly a wholly-owned subsidiary of Cogint, Inc., also a Delaware corporation (“cogint”). Effective March 26, 2018 (the “Effective Date”), cogint distributed pro-rata all of the shares of the Issuer to cogint stockholders of record on March 19, 2018 (the “Record Date”) and holders of certain warrants to purchase cogint common stock (the “Spin-off”) as further described in Item 3 below.

The principal executive offices of the Issuer are located at 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431.

Dr. Phillip Frost, M.D. is the Chairman of the Board and Chief Executive Officer of OPKO Health, Inc. Dr. Frost is the sole trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation.

The principal business address of the Reporting Persons is 4400 Biscayne Boulevard, Suite 1500, Miami, FL 33137. Dr. Frost is a United States citizen. FGIT is a Florida trust.

During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

On March 26, 2018, in connection with the Spin-off of Red Violet, Inc. by cogint, 100% of the Issuer’s common stock was distributed pro rata to holders of cogint’s common stock and certain warrants. Holders of cogint common stock received one share of the Issuer’s common stock for each 7.5 shares of cogint common stock held as of the close of business on the Record Date.

The Spin-off is governed by a Separation and Distribution Agreement (the “Separation Agreement”) and other related agreements (collectively, the “Spin-off Documents”), which provide the terms and conditions of the separation of the two businesses and for the Spin-off, which included the Issuer’s right to a $20.0 million cash contribution from cogint before the Spin-Off.

Before the Record Date, cogint accelerated the vesting of all outstanding restricted stock units (“RSUs”) and stock options owned by employees or independent contractors of the Issuer and delivered all shares of common stock underlying such RSUs and stock options exercised before the Record Date, so that such shares participated in the Spin-off pro rata.

In addition, holders of certain warrants to purchase cogint common stock participated in the Spin-off pro rata, in accordance with the terms of their warrants.

In aggregate, 10,266,612 shares of the Issuer’s common stock were distributed in the Spin-off on the Effective Date.

The information regarding the Spin-off in Item 3 is incorporated herein by reference.

The Reporting Persons acquired the Issuer’s common stock for investment purposes. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire additional shares of the Issuer’s common stock, or securities convertible into the Issuer’s common stock. The Reporting Persons reserve the right to, and may in the future choose to, change their purpose with respect to their investment and take such actions as they deem appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the shares of the Issuer’s common stock which they now own or may hereafter acquire.

Other than as described above, the Reporting Persons do not have any present plan or proposal as stockholders which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.

(a) The Reporting Persons are the beneficial owners of 2,504,648 shares of common stock of the Issuer, in the aggregate, representing 24.4% of the Issuer’s common stock.

As of the date hereof, Dr. Frost beneficially owned 2,504,648 shares of common stock of the Issuer, representing 24.4% of the Issuer’s common stock, which includes 2,497,982 shares held by FGIT. Dr. Phillip Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation

As of the date hereof, FGIT beneficially owned 2,497,982 shares of common stock of the Issuer, representing 24.3% of the Issuer’s common stock.

The percentage of beneficial ownership is based upon 10,266,612 shares of common stock of the Issuer outstanding as of March 26, 2018.

(b) Each of the Reporting Persons have the shared power to vote or direct to vote or the shared power to dispose or direct the disposition of 2,497,982 shares of common stock of the Issuer beneficially held by the Reporting Persons. The securities discussed above are owned of record by FGIT, of which Dr. Frost is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. Accordingly, solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, Dr. Frost may be deemed to be the beneficial owner of the shares held by FGIT.

In addition, Dr. Frost has the sole power to dispose or direct the disposition of 6,666 shares of common stock of the Issuer.

The filing of this statement shall not be construed as an admission that Dr. Frost or FGIT is, for the purposes of Section 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement.

(c) Transactions in the Issuer’s securities effected by the Reporting Persons during the past sixty days:

The information set forth above in Item 3 is incorporated herein by reference.

(d)-(e) Not applicable.

None.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.